Old Enemies
by Prince Firestorm
Summary: Two familiar faces return to Ponyville to get their revenge on the town. When they decide to take over the city, what can Twilight and her friends do to stop them? Read and find out. Leave your reviews
1. Unwanted Visitors

Twilight stood in her library, sorting through different books while Spike read the check list she gave him. Suddenly Derpy burst through the door and floated in front of Twilight. "Hey Derpy, what's up?" Twilight asked as she put all the books back on the shelf.

"I was given this letter to give to you" Derpy said as she hoofed a scroll to Twilight that had Firestorm's seal on it.

"What could Firestorm want?" she asked as Derpy flew out of her library. She unrolled the scroll and began to read it. _"Dear Twilight Sparkle, my older sister has sent me on a peace mission to Tuskany to negotiate a treaty with the elephant sultan of the land. While I am gone, I won't be able to help you in your study of death magic so I advise you NOT to use it while I am gone. So all you have to worry about is your study of friendship and other things Celestia has you doing. Inform Rainbowdash where I have gone, and tell her I will bring back gifts and that I love her, Sincerely Prince Firestorm"_ Twilight finished reading and put the scroll away in a chest on a nearby table. "Well Spike, it seems Firestorm won't be here to help me better understand death magic so we have a while off" Twilight smiled as Spike looked up from his list and smiled.

"Awesome! That death magic stuff he teaches you is kind of creepy" the little dragon shivered.

"You can relax while I am gone, I need to go and talk to Rainbowdash" she smiled as the little dragon ran up the stairs and dove strait into his bed. "Typical Spike" she said rolling her eyes as she left the building. As she closed the door behind her, she looked up in the sky to see if she could find Rainbowdash. After several minutes of searching, she found the light blue pegasus moving clouds around in the sky. "Hey Rainbowdash!" Twilight called out to her friend.

"Huh?" she said as she looked around for who was calling her. She glanced down below to see her friend waving her hoof at her. "Hey Twilight, what's up?" she asked as she flew down and landed in front of her friend.

"Hey I was told to tell you that Firestorm is going to be out of Equestria for awhile" Twilight spoke.

"Well where is he going?" she asked.

"I think the note said Tuskany"

"Isn't that the desert land of the elephants across the Sea of Eternity?" she asked.

"Yeah, he wanted me to tell you that he will bring back gifts and that he loves you" she spoke as she saw two distant figures walking closer to the town.

"He has some nerve running off without telling me to my face" she said crossing her hooves as the two figures drew closer and closer, revealing that they had on cloaks that hid their face and most of their bodies. Rainbowdash turned her head to watch as the two of them passed by, and that they both shot glares at Twilight and herself. She couldn't make out who they were, just that one had a white colored tail with a very faint tint of blue in it, and that the other had a tail like a lion.

"What was that about?" Twilight said as she watched the two of them enter town and shove ponies out of their way as they made their way to town hall.

"I don't know but those two are acting like dicks" Rainbowdash said as she flew back up in the sky and continued to move clouds around until a loud scream and a crash was heard from town hall.

"What the hell was that?" Twilight said as her friend landed beside her and looked to see a large hole in the side of town hall, and the two figures standing in the hole with mayor unconscious in the street with rubble in her mane. "This does not look good" Twilight said as the two of them made their way towards Ponyville.


	2. Power Corrupts

As Twilight and Rainbowdash made their way towards town hall, they saw the mayor being tended to by several medical ponies and the rest of the town standing around in fear. Twilight and Rainbowdash merged with the crowd and saw that the two figures were the ones who had done this.

"Show your faces!" a pony in the crowd yelled at the two of them.

"As you wish" the one with the white tail said as she took off her hood to show that she was none other than Trixie. "Hello every pony, miss me?" she smiled evilly. The next figure removed her hood to show she was Gilda, Rainbowdash's former friend from flight camp. The crowd began to murmur amongst themselves as Applejack walked to the front of the crowd of ponies and approached.

"What are you two doing back here?" she said as tilted her hat back.

"We have both decided to take over the town as revenge for ruining our lives" Gilda growled.

"I ain't that good at math but I can tell you tow are outnumbered" Applejack smirked.

"The all powerful Trixie is not scared of you ponies; I will use my amazing magical powers to take you all down if I have to!" Trixie said causing the entire town to start laughing.

"Nice one Trixie, but I think we all know that your magic is nothing compared to Twilight's" Applejack spoke still laughing.

"Maybe it used to be superior to mine, but the all powerful Trixie has a trick or two" she smiled evilly as she brushed her mane off of one of her ears, revealing an earring with a glowing purple gem hanging from it. "You see after the great Hell war for Equestria, I had heard stories that Firestorm had destroyed all of the jewels of destruction. I read up on them and found out that like the elements of harmony, they can't be destroyed, only scattered" she spoke as Gilda backed up and stood beside her. "When I read this, I began to search all over Equestria for them, but only came across one, the jewel of power. It amplifies ones magical abilities far beyond that of any pony. This gem makes me more powerful than any of you!" she laughed evilly.

"Well you may have magic, but we have muscle, and we aren't gonna let you…" Applejack was cut off by a yellow claw grabbing her face and dragging her threw the air. She turned her eye to see Gilda holding onto her face.

"You talk too much" Gilda said as she flung Applejack into a nearby apple tree, causing the tree to shake and all the apples to fall down on her head.

"Any pony else want to try something stupid?" Trixie asked as Gilda flew back over to her.

"Applejack!" Applebloom cried as she ran over to her older sister who was unconscious. Applebloom's eyes began to fill with tears as she hugged her big sister, thinking she was dead. Applejack groaned in pain as her little sister held her tight.

"This is not good at all" Twilight said as Trixie began to speak again.

"And to make sure that no pony leaves to get the princess to come and save you, I put up a magical barrier around the town, so no pony is going anywhere!" she laughed as the town began to be engulfed with a sense of fear.

"We can't let this happen Twilight, we need to do something!" Rainbowdash yell whispered to her friend who was deep in thought.

"Don't be so hasty Rainbowdash, there is nothing we can do, they are just too strong" she sighed.

"What! No they aren't, she may have that jewel but you have those spells that Firestorm taught you!" she said nudging her friend with her hoof.

"I can't Rainbowdash! He told me not to use them when he was gone or else they might go out of control and kill every pony instead of saving them" Twilight said sternly.

"So what can we do?" Rainbowdash said worried.

"I don't think there is anything we can do" she sighed.

"We are in charge now! You all have to do what we say or face our wrath" Trixie spoke as every pony bowed to her and Gilda out of fear.

"We are so fucked" Rainbowdash said as she bowed as well so not to be seen.


	3. Vendetta

Trixie sat in the mayor's chair in town hall with her back legs propped up on the desk in front of her. She made a hoof file hover in front of her and she filed down her hooves until Gilda came back inside. The griffin walked over to the desk and coughed.

"So what do we do now? We have taken the town like we planned" she said as she took the hoof file and sharpened her claws with it.

"Now, we get back at the ones who ruined our lives and our reputations" Trixie said as she clopped her hooves together and Rainbowdash and Twilight were escorted into the main office. "Hello Ms. Sparkle, long time no see" Trixie said as she slammed her hoof down on the wooden desk, cracking a good portion of it.

"What do you want Trixie?" Twilight growled, trying to hold back the urge to attack the blue unicorn.

"Oh nothing much, just for you to PAY FOR RUINING MY LIFE!" the unicorn screamed as she hurled a pen at Twilight Sparkle with her magic, taking off some of her mane as it stuck into the wall behind her.

"You ruined your own life, you lied and it came back to bite you in the form of a giant bear" Twilight smirked as Trixie stood up and leaned over her desk.

"Gilda" Trixie said as the large griffin walked over to Twilight and struck her across the face with the back of her claw, sending her to the floor.

"You bitch!" Rainbowdash said as she leapt to tackle Gilda but was stopped by a claw wrapping around her neck and holding her off the ground.

"What's the matter Dash? You used to be better than this" the angry griffin said as he grip tightened around her neck. "You have gotten soft, I blame that prince of yours" she smiled.

"Fuck…you!"The now angry pegasus said as she flung her back legs up around Gilda's arm that was holding onto her. She wrapped her back legs around her arm and flipped her down to the ground. The griffin coughed from the pain as Rainbowdash broke free from her grasp and coughed and gasped for air. "You're the one who has gotten soft…I remember back at flight camp you breaking a kids leg for insulting your feathers. You used to be tough, but now you are nothing" Rainbowdash said as her mane fell over one of her eyes.

"Gilda, I am going to let you handle Rainbowdash, I have my own score to settle with Twilight Sparkle" Trixie said as Twilight stood up with a bruise on her cheek. "With this jewel of destruction, beating you will be mere foal's play" the unicorn laughed as her earring began to glow as well as he eyes. A large purple ball of light shot from her horn and shot Twilight through the door and into the main lobby of the building. Trixie floated up in the air and through the hole she had made by hurling Twilight through the air.

Meanwhile, Gilda and Rainbowdash were at a standoff. "Come at me" Rainbowdash said baiting Gilda with her hoof.

"Maybe this will teach you who you should have stayed friends with!" Gilda said flying through the air at Rainbowdash.


	4. Let it be Settled

Rainbowdash stuck out her hoof and close-lined Gilda in the throat, knocking her back and on her back. She reached for her throat and held it as she gasped for air. Gilda then reached over to the side of the room and grabbed a wooden chair and slammed it on the mid section of Rainbow's back, knocking her to the floor. "Damn it that hurt" Rainbowdash said as she slowly stood up to her hoofs.

"I'm just getting warmed up" Gilda said stretching her wings and flew through the air at Rainbowdash and slashed her across the leg. Rainbowdash knelt down from the pain and looked around the room for anything she could use as a weapon. A silver letter opener on the mayor's desk caught her attention. Rainbowdash flew towards the desk and grabbed the letter opener in her teeth and turned her gaze back to Gilda who was trying not to laugh.

"You honestly think that little thing is going to help you?" she started laughed. Rainbowdash took this opportunity and flew forward and stabbed Gilda in the meaty part of her right wing. She quickly pulled out the dull blade and kicked the griffin in the back of the head.

"Damn it!" Gilda screamed as she held her wing in pain as she saw the letter opener Dash was holding in her mouth had a good bit of blood staining it.

"You said Firestorm made me soft? He is the one who taught me that if anything can be used as a weapon, use it" she smirked as Gilda ran at her, leaving behind a trail of blood.

"Well then it's a good thing I have actual weapons!" she said as she opened her claws and grabbed Rainbowdash by the legs and flung her into the wall, cracking it. Rainbowdash coughed up some blood on impact. Little did Gilda know, that when she grabbed Rainbowdash, she had hidden the letter opener in her wing, giving the illusion she had lost it. "Oh how sad, it seems you lost your weapon" the griffin smiled as she picked up the pegasus by the throat and pressed her against the wall. "After I get done with you, I am gonna pay your little prince a visit" she laughed as she ran one of her claws under Rainbowdash's chin.

"Not gonna happen" Rainbowdash smiled as blood trickled from her mouth.

"What are you smiling abou…." Gilda was cut off by a sharp pain at the base of her rib cage. She looked down to see the letter opener piercing her stomach. She raised her head to meet the eyes of Rainbowdash, who then proceeded to smash her forehead into the feathered face of the griffin. 'Tell me I didn't get beaten by a fucking head but' Gilda thought to herself as she slowly let go of Rainbowdash's throat and fell backwards on her back, with the letter opener still stuck in her stomach. She hit the floor with a thud and Rainbowdash lay against the wall, exhausted and bleeding.

"It is over" Rainbowdash said as her vision began to blur as she drifted off into unconsciousness.

Meanwhile, in the lobby of the town hall where Nightmare Moon had appeared a bit over a year ago, Twilight stood across from Trixie who had a smug look on her face. "The all powerful Trixie will make quick work of you" she said to Twilight who just snickered.

"What happened to great and powerful?" Twilight said smugly as she popped her neck.

"All powerful is more accurate now, because with this, I am like a god!" she laughed evilly as the blue coat of hers that covered her ear, began to peel off and replace it with a decayed looking, vascular, dark purple skin with no fur on it what so ever.

"Eww" Twilight said as Trixie smirked and shot a bright light blue laser at Twilight, sending up a cloud of smoke.

"Too easy" Trixie said as she saw the smoke clear and Twilight surrounded by a clear pinkish purple colored dome that sparks shot from. "Well, I'm impressed" Trixie said as the purple skin on her ear began to creep over onto the side of her face, covering the back of her jaw. "Let's see how you handle when I am actually trying!" she said as the barrier around Twilight vanished and the tiles underneath her hoofs began to turn to quicksand.

"Shit" Twilight said as she teleported off of the sinking patch of the floor and onto the balcony above Trixie.

"Aren't you going to attack, or are you just going to keep running?" Trixie asked as she shot a lightning bolt from her horn at Twilight, causing a large hole in the wall.

'What do I do? The only offensive spells I know are the death spells Firestorm taught me and he said not to use them while he was gone!' Twilight though as she dodged shot after shot from the enraged Trixie as the purple skin consumed half of her face, turning her right eye purple with a pupil like that of a cats. Her cheek was gone and her teeth were showing as the veins in her face pressed against the purple skin that was covering her body. "I can't disobey Firestorm, for the safety of others" Twilight said as she felt something cold wrap around her legs, she turned to see the floor had little claws coming from it that coiled around her legs, keeping her from moving.

"Got you know!" Trixie said in a different voice then her own, this voice was like that of Firestorm when he is in his enraged form. Trixie shot a ball of lighting at Twilight, but it was stopped short by a solid black orb forming around the mare. "What the hell?"

"Close, but no, this is far worse" a voice said from inside the sphere. The black orb began to crack and a white light shown through, it soon shattered and there stood Twilight, but she looked far different. The whites of her eyes were black and her purple irises were bright green. Around her body, armor began to form from thin air, and manifested into what looked like bone.

"Time for some fun!" Twilight laughed in a voice that echoed and was more sinister than her own, like the voice of a mad woman. She smiled evilly at Trixie, showing that she now had very large fangs on both the top and bottom of her mouth, and her mane was spiked, and a dark green. "MY TURN TRIXIE!" she shouted as she jumped down at the startled unicorn who quickly took a hoof to the face, and was sent flying across the room.


	5. Darkness Within

Trixie stood up and faced the now changed Twilight Sparkle. The jewel of destruction began to mutate more and more of her body, it had already reached her stomach and made her bones press out against her skin as her mane became patchy and black. "I don't know what form of magic you are using Twilight, but it won't help you!" she said in her twisted voice as she shot fireballs at Twilight who was laughing evilly as she dodged each one.

"Oh come on now, I know you can do better than that!" she screamed as she conjured up a skeletal snake that shot out from the ground and hissed as it went after Trixie who was dodging furiously. "WHY ARE YOU RUNNING!" Twilight laughed as the skeletal snake grew in size to that of a sea serpent and charged up a black ball of energy in its mouth. "DIE!" Twilight laughed as the beast shot out a laser that took out half of the building, and part of Trixie's tail.

"Fuck!" Trixie screamed as the jewel completely mutated her body until she looked almost like the walking dead. As the beast moved in with its mouth open, Trixie shot a fireball into its mouth, shattering it into tiny bone fragments. The mutated unicorn looked around to see that the town hall was close to collapsing, so she used this to her advantage. "Goodbye Twilight!" she screamed as she smashed the wooden support beams, causing the building to shake and parts of the ceiling to fall. Trixie ran out of the building and into the streets as half of the town hall collapsed. The only thing that remained was the mayor's office, which had been built over in the years past, so it was undamaged being made of stone. "She is gone, finally" Trixie said unaware that most of the town was watching what was going on from the insides of their homes, and also from behind merchant carts.

"Peek-a-boo!" a voice said from under Trixie, she looked down to see Twilight's head sticking out of the pavement with a sinister smile on her face. Trixie felt a hoof planted in her gut, she coughed up blood as the impact flung her upward and into the top of the magical blue dome she had put around the town. She peeled off of it and began to fall down to the ground. She slowly opened her eyes to see Twilight had summoned a black coffin filled with nail and knives. "DIE YOU LITTLE SHIT!" Twilight screamed as Trixie fell into the coffin and the lid slammed shut on the black coffin. Trixie thrashed about in the coffin but with each movement she made, either a nail or a knife pierced deeper inside of her. Her eyes shot open and illuminated the inside of the coffin with a purple light, as her body was engulfed in a sinister purple aura that broke open the coffin and Twilight into a wall.

"I won't lose to you again!" Trixie yelled as the aura around her took shape. Two long arms formed from the sides of it and each one had a hand with claws, in the back, two legs that were shaped like a wolf's back legs manifested. In the front a head also shaped like a wolf began to form until a werewolf shaped aura was around Trixie who floated in the center of it with her eyes glowing a dark purple.

"Now we are gonna have some fun!" Twilight laughed as she pressed her two front hooves together and her horn began to glow a black aura. Black flames formed around Twilight and began to mold into the shape of a human torso, but it was all skeletal. Soon the head formed and it wore a helmet with two bull horns on the side of it pointing down. On each of its hands were gauntlets with razor sharp claws on each. It let out a loud roar that shattered most of the windows around it as it floated over at Trixie with high speed. Twilights sentinel wrapped it fingers around the throat of Trixie's and slammed it into the ground. One hand grabbed into its chest and grasped Trixie while the other tore the head off of her sentinel, send a large amount of blood all over the streets. As the aura around Trixie faded and the purple skin around her receded back into the earring she wore, returning her to normal as Twilight's skeletal sentinel gripped Trixie tighter.

"Do it!" Trixie said as Twilight's monstrosity raised its other hand and balled it into a fist. As it was about to smash Trixie, she closed her eyes and braced herself for death, the fist was stopped half way. Trixie opened her eyes to see a large alicorn standing over her with his hoof out, holding back the fist with minimal difficulty.

"This is exactly what I said would happen if she used the magic while I was gone" the alicorn said as light shown on his face to show it was Firestorm.

"Prince Firestorm?" Trixie said as she coughed up some blood. Firestorm's horn sparked and a pulse of energy was shot out from his hoof, vibrating Twilight's skeletal monster, shattering him like glass, causing Twilight to fall to the ground unconscious with her mane and eyes returning to normal. Firestorm then turned his attention to Trixie with all emotion gone from his face. "Please don't hurt me!" Trixie begged as she felt a tug on her right ear. She looked to see that the earring had been taken out and Firestorm examining the jewel in it.

"I will deal with you later" Firestorm said as he bound Trixie with magical cuffs on all of her legs and tucked the earring inside of saddle bag he was wearing. He walked over to Twilight who was now fast asleep with the bone armor breaking off of her. "Celestia, you chose your student wisely" he said to himself as he gently laid her across his back as the barrier around the city shattered. Every pony came out of their homes and looked at the damage that was caused. Several pony police officers came out with their billy sticks and mustaches and dragged Trixie away to the town jail as Firestorm walked through the rubble of town hall and into the still standing mayor's office to find Rainbowdash unconscious against a wall and Gilda on the ground with a letter opener stuck in her stomach. "Typical Rainbowdash" he said as he called in several medical ponies to take care of Gilda while he walked over to Rainbowdash and heard her muttering something in her sleep.

"Oh Soarin, that tickles" she giggled in her sleep. Firestorm nudged her with his hoof to wake her up. Her eyes slowly opened and she looked to see Firestorm's smiling face. "Where the hay have you been?" she said punching him with her hoof.

"Well it seems you haven't changed in the few days I have been gone" he smiled as something moved inside of his saddle bag. "Come on out little guy, its ok" he said softly as a large cobra stuck his head out of the saddle bag. "Toby, this is Rainbowdash" he said to the snake as it slithered out of his saddle bag and wrapped itself around his neck and rested its head beside Firestorm's horn.

"What the hell is that thing?" Rainbowdash said as she sat up from where she had fallen asleep.

"I said I would bring back gifts, well this one is for me, his name is Toby, and he is my new pet" Firestorm smiled as he helped Rainbowdash to her hoofs. "It seems you two had a bit of fun while I was gone" he said as he looked at the ruined town hall with Twilight still asleep on his back.

"Yeah, these two jerks Trixie and Gilda came into town and took it over" Rainbowdash said as Toby wrapped himself around Firestorms horn.

"Huh, well it looks like they failed thanks to you two, but there is one thing that concerns me" he said as he pulled the earring that Trixie wore out of his saddle bag. "I thought I destroyed these things, and if one of them survived, that means that the rest might have as well" he said with a grim look as Twilight shifted around on his back. "I fear our troubles are only just beginning" he spoke as Gilda was taken away to the hospital. "And to make things worse, Twilight has to learn to control her new enraged mode, before it controls her."

**Think it is over? WRONG! The sequel to this story is just around the corner and I guarantee it is going to be a long one. Leave your reviews, and I will write again soon, and stay tuned for the sequel coming soon!**


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